The Bloody Freakin' Cavalry
by AWorldWithoutShrimp
Summary: Set immediately after the events of Not Fade Away. Angel Investigations receives some last-second aid in the alley from an unexpected quarter; it's up to the Fang Gang and the Scoobies to stop the Senior Partners' invasion and save Los Angeles.
1. The Alley

**Foreword: **

**After watching Not Fade Away, I couldn't stop thinking about what happens to the Fang Gang. I simply couldn't believe they'd die in that alley; Spike and Illyria alone are far too contrary to simply roll over and die on account of a few thousand demons. Thus, I had to wonder; what happens next? **

**Given that I always longed for the full-on Buffy/Angel crossover that was never to be, the two ideas fused together in my mind until I came up with this. I hope you enjoy, and please, if you see somewhere I can improve my writing-tell me!**

**All characters used ****within ****from _Buffy the Vampire Slayer _and _Angel_ were created and brought to life by the wonderful Mr. Joss Whedon and the casts and crews of _Angel _and _Buffy_. I make no claim to any of them, and wish to thank all those who worked on the shows for creating this amazing setting and the fantastic characters which populate it.**

**Gunn**

The clangor of combat filled the rain-soaked alley, steel ringing on steel as the bruised and battered remnants of Angel Investigations fought for their lives.

Charles Gunn lay in the alley where he had fallen, back against a dumpster, clutching his side. _Damn, _he thought. _Was hoping I'd take a few more of them with me. _He winced in agony as another intense jolt of pain shot through his body, his axe clattering to the concrete as his numbed fingers finally slackened their grip.

Simply forcing his eyelids to remain open had become an effort, yet Gunn refused to give in. He might be dying, but he'd be damned if he'd leave one second before he was ready to.

_I ain't going anywhere until I'm ready for it._

Gunn might be unable to do anything but keep his eyes open, but he would do that until the end. And so he lay there, bleeding out in an alley, watching his friends stand together against the demon horde.

The light of the streetlamps glinted off of Angel's blade as he whirled and slashed at an armored demon.

Dozens of the Senior Partners' footsoldiers lay slain in his wake, but there seemed to be no end to them. Angel rammed his blade into his opponent, twisting the cold steel in the demon's gut before ripping it free. He moved to face the next foe before his current one had finished crumpling to the ground, face set in a grim mask of determination.

The Champion fought with a speed, strength and ferocity Gunn never knew he possessed. His boss tossed around hulking demons as if they were children and effortlessly danced around sword thrusts.

Gunn gazed on stunned as Angel kicked a snarling eight-foot demon in the jaw, launching it ten feet through the air into a brick wall.

_Damn! When did he become Blue Thunder Junior?_

Whatever Angel had done, it had made the vamp into a veritable killing machine. Gunn had brawled alongside Angel for years. He thought he'd seen the vamp at his most righteous and furious. He now knew he was wrong.

Angel fought as though the specters of all the loved ones he had ever lost drove him forward, smiting down any servant of darkness who stood in his path. Gunn envied him. He was making a real end for himself, something to be remembered by.

_Hell, maybe he'll make it into one of Wes' books someday. "The vampire who spat in the face of Hell itself." Me, I'm just the guy dying in the alley. Nobody's gonna tell stories about Charles Gunn. _

Even though Gunn had fallen, however, Angel did not stand alone.

Spike dueled side by side with Angel, his face split by a maniacal grin as he laid about him with his sword. Gunn could hear his gleeful yell even above the snarls and roars of the onrushing monsters. "Been bloody forever since I've been in a real brawl! I should be thanking the buggers."

Angel gave him a mirthless smile as he ducked under a demon's mace swing.

"You really haven't changed, have you, Spike?"

The lean, blond vampire smirked at Angel as he smashed an elbow into the face of a demon grasping at his arm.

"C'mon, you great poof, don't go tellin' me you don't get a kick outta this."

Gunn's mouth quirked upwards in a faint, dark smile. He saw a bit of himself in the irreverent vampire's love of a good fight. Something about driving a stake through the heart of a vamp gave Gunn a rush like nothing else he'd ever experienced.

_At least I got to go out on a high note. Never did plan on dying in my sleep._

An inhuman screech of pain caught Gunn's attention. The pulped remains of a demon's head flew through the air, dark blood spattering the alley as it clanged off of a fire escape.

_And there's Illyria._

Illyria had plowed into the wave of demons like an angel of vengeance. The blue-haired demon left even Angel behind her as she rushed to do battle, tearing apart all in her path.

Big Blue no longer ducked around her opponents' blows with preternatural grace; her foes packed together so tightly that they afforded her no room to dodge. Illyria instead seemed to be relying upon her sheer power to overwhelm her opponents. Rather than evading the sword thrusts or axe cuts of her attackers, she shattered their weapons with sweeps of her forearms and splintered their limbs with the force of her blows. None stood against her wrath and lived.

She lashed out with a booted heel and caught a demon in the stomach, the raw force of the blow driving its chestplate through its ruined abdomen.

"Know the wrath of Illyria and perish, insects!" she thundered.

_Guess she really wasn't kidding about doing that violence_.

Gunn still hadn't grown used to seeing the body of the woman he had once loved moving with such unearthly power. He didn't think he ever would, not really.

_Course, "ever" ain't lookin' to be all that long now, is it?_

Illyria hurled the dying demon into the oncoming press of foes with an almost contemptuous ease. The body knocked her opponents sprawling, momentarily clearing a space around her.

She spun to face Spike, her lovely face twisted with anger.

"I agree with the pet. Inflicting harm upon these vermin brings me some satisfaction. I'll claim many more skulls before this night ends."

Illyria turned back toward the soldiers of Wolfram and Hart as they clambered to their feet. She caved in one's cranium with a single forceful blow, crushing the throat of another with a thrust of her palm as her leg scythed through the air in a vicious arc.

Spike nodded. "See? Blue gets it."

Angel scowled, "Not now, Spike. I'd like my last words not to be meaningless banter."

Spike grinned. "Oh, and I suppose you thought 'Let's go to work' was right badass, was it?"

"_**Not **_now!"'

A gaggle of snarling demons rushed forward, dragging Angel and Spike to the ground under the sheer weight of their bodies.

"Oh, bloody hell!" Spike snarled, hacking and slashing away as the press of demons carried him down.

Angel spun a wickedly curved demon battleaxe in a figure-eight, spraying black blood wherever he cut as he stumbled back to his feet. Spike threw vicious punches that sent demons sprawling; he seemed to have lost his blade in the scrum. He and Angel stood back to back as the ever-increasing demon horde surged forward.

Illyria forced her way to Angel and Spike, rending apart any who challenged her.

"Glad you came with us, Blue!" Spike shouted. "Right handy in a pinch, you are."

Illyria gave Spike what Gunn thought remarkably resembled a smirk.

"You're fortunate I did, Spike. These scum cannot hope to match me."

The trio stood firm, a rock against the vicious tide. However, not even a badass superchick and the two strongest vamps Gunn had ever met could hold against the assault pouring down the alley. Gunn's eyelids drooped, ever so slightly, as the tiny knot of his compatriots gave way before the onrushing mass.

With every step of ground they gave, the still-warm bodies of demons collapsed, spun, and dropped to the cement, splashing into puddles and joining their lifeblood to the torrent already murking the waters of the drenched alley. Still, for all their fury, Gunn knew it wouldn't be long now before his companions ended up on the wrong end of a sword.

They fought with exceptional courage, but the seconds of combat seemed like hours. Despite their skill, none had emerged unscathed. Even the mighty Illyria bled from cuts and bruises.

The bestial roars filling the air had grown even louder, but his friends now fought only a few feet from where Gunn lay; close enough for him to hear Illyria's bitter words.

"The vermin are too many. We cannot prevail."

Spike swept out a demon's legs from underneath it, smashing in the creature's face with a discarded helm as it fell. "Afraid of a couple o' measly demons, Blue? Didn't peg you for a nancy."

Illyria hissed "Never!" as she wrenched off the arm of a particularly large beast. "I'm simply angered that" -she thrust a clenched fist through a demon's chest-"I should fall before doing more violence to these rodents."

"My grief has not"-another charging demon flew through the air minus a limb-"eased."

Angel seemed focused solely on the killing; he had slipped into a berserk rage. Even as his death loomed, he fought with greater fury than ever before.

The remnants of Angel Investigations now stood in a semicircle directly around Gunn. Spike glanced back over his shoulder at Gunn.

"Still with us, Charlie boy?

Gunn gave what he hoped was an audible groan; he barely possessed enough energy to move his lips, let alone a limb.

"He lives, but his time grows short." Illyria affirmed, as she pummeled a twelve-foot demon with a flurry of blows.

A muscle-bound Fyarl demon wrestled with Spike, slamming him into the wall next to Gunn's head. The vampire grunted in pain before managing to shove off the demon, snapping its neck as he pushed it away.

"Well, Blue, judgin' by the look of things he won't be going alone. 'Course I jump out of one sodding apocalypse straight into another. Figures. "

Gunn would have laughed, if simply breathing didn't wrack his body with agony.

Angel Investigations continued to battle, seconds passing like hours for Gunn as he lay dying, unable to stand and join the fight yet unwilling to let go.

Gunn could tell the end had come. Angel and Spike had their backs pressed to the wall, no longer bantering, their enemies' axe blows and sword thrusts showering sparks off the wall.

Illyria seemed to recognize that her end was close at hand. She gave one last howl of rage and flung herself forward, smashing demons aside in what Gunn somehow knew to be a death charge.

_Guess I would know, wouldn't I. Already did my own today. _

Knowing that the end had come, Gunn finally allowed his eyes to droop closed. Darkness seeped in.

Then the world exploded. Searing light filled his view, blinding Gunn even as his eyes flew open in shock. The entire alley shook as a concussive force slammed into Gunn like a mighty fist.

_Jesus! What was that? _

Gunn's vision cleared nearly immediately, granting him vision of a strange turn of events.

Angel and Illyria had been knocked prone by the blow. They groaned and twitched. Spike was nowhere to be seen.

_Still alive, then. _

Gunn's eyes flicked onward. The explosion had sent the demonic forces of the Senior Partners sprawling; they lay insensate for dozens of meters in every direction.

_What the **hell**?_

That wasn't the most remarkable sight that greeted Gunn's eyes, though.

The wall of the Hyperion which faced the alley had been literally blown away by what must have been an incredible force. Chunks of concrete and rubble left foot-long gouges in the pavement of the alley.

Things got even stranger.

Newcomers to the fight poured from the gap in the wall. The darkness enveloping the alley and the relentless downpour combined to ensure that Gunn could barely make out their silhouettes, but even he could tell there were dozens of them.

_More bad guys? Wonderful. _

Illyria regained her feet first, of course. Her head crooked. "They're not demons. What is the meaning of this?"

Gunn could now make out the newcomers more clearly. They threw themselves at the demon forces, meeting them blade-to-blade. One in the lead, which Gunn could now see to be a rather petite blond woman whirling an incredibly large ax, broke off from the group and ran toward him.

_That couldn't be-_

Angel finally clambered back to his feet as the blond chick launched into a spectacular cartwheel, blade slicing through a pair of demons who lunged for her. She landed directly in front of Gunn, Angel and Illyria. A sword-wielding dark-haired man with a black patch over one eye and a short red-haired woman clad in black jogged up to flank her.

Angel managed only a single shocked, confused word.

"Buffy?"


	2. Escape

**Xander**

Xander hefted his sword and glanced at Willow as Buffy faced Angel. Will lifted an eyebrow expressively as if to say,

_Well, this'll be interesting._

Xander gave her a faint smile and waited for the fireworks.

Buffy grinned impishly back up at the vampire and teased, "And they say you don't know how to make a girl feel welcome."

Angel looked utterly lost. "What the hell are you doing here?"

Buffy frowned peevishly. "What, so you get to ride in and play the big dark hero when I'm in trouble, but I can't return the favor? Kinda unfair, dont'cha think?"

A flustered Angel sputtered,"It's just-I-what-_how_?"

Buffy quirked an eyebrow. "Clearly, working for a megalomaniacal corporation has _not _done wonders for your people skills."

Willow exclaimed "Oh!" and rushed over to kneel next to a badly injured man with a shaved head. "Gunn!" She gave Angel a concerned glance. "Oh, this is bad. I'll see what I can do."

_Gunn? Think I remember Will talking about him. One of Angel's buddies. Looks like a train ran him over._

Angel nodded. "Thanks, Willow. Some vampires cut him up pretty badly. I don't know if you'll be able to help him."

Willow closed her eyes and placed a hand on the man's shoulder, muttering under her breath as her hand began to glow faintly.

As Will worked her stuff, the red blood which sheeted down the man's side appeared to retreat backward into the gashes in his lower chest, and a bit of color returned to his face.

A new voice caught Xander's attention. The leather-clad, blue-haired, remarkably attractive woman which he'd noticed earlier cocked her head and gazed at Buffy with her shockingly blue eyes.

_Now who's that? Daddy like. _

She spoke with a commanding tone that was only slightly undermined by the fact that she looked like she'd just walked off the pages of one of Xander's comics.

"You're the Slayer, Buffy Summers. The Burkle persona has memory of you."

Buffy regarded Leather Chick with a puzzled look. "Glad to see I've got a fanclub. I'm sorry, but who are you?"

Xander frowned. _We don't have time for this._

He interjected,"Look, not to be Mr. Reunion Ruiner Guy, but we're kind of in the middle of a war here; can we save the long introductions for later?"

Angel nodded. "He's right, this isn't a good time. Seeing as you're here, I hope you have some kind of plan?"

Willow stood. "Well, our plan extended to 'big dramatic entrance'; we were still kinda working out the follow-up."

She motioned to Gunn. "I managed to stabilize him, but he's not gonna be feeling too good for a while. Somebody's gotta carry him."

Smurfette nodded and scooped up Gunn in one swift motion. "I can bear him." She gazed down the alley. "The enemy yet lives. We'll discuss you later."

Placing Gunn to rest again further down the alley, she plunged into the fight alongside the team of Slayers the Scoobies had brought with them.

_She sounds a little like Anya. Huh._

Xander noticed Willow staring at Leather Girl's back with something Xander swore was sadness as she stalked away.

_Mental note: ask Will about that later. Maybe she ran into her last time she was in LA?_

An indignant moan drew the attention of the entire group, as a nearby pile of bodies shifted. _That voice…it's kinda familiar._

A blonde-haired figure in a black coat rose from the heap with an "Oh, _bloody _he-"

His voice cut out abruptly as he noticed Buffy, Xander and Willow, angered mumbling replaced by stunned silence.

Willow gave a surprised squeak as Xander saw Buffy's eyes bulge with shock. "_Spike?" _

_Spike? What? Buffy said he burned up when we put the Hellmouth out of business! Why can't these guys ever **stay **dead?_

"What the _hell_ is going on here!" Buffy practically glowed with rage.

Spike quickly overcame his shock, returning to his typically unflappable self. "Right. Bloody glad to see the lot of you, but can we focus on surviving and then get to the explanations?"

Buffy growled, "Fine. But if we get out of here alive, I'm going to _kill _you. Again."

Angel scowled. "I'll help. Let's go. Once we fight our way clear we can duck through the Hyperion into the sewers. I know a safe place"

Xander nodded. "Right. Well, these bad guys aren't gonna kill themselves, so…" He motioned with his sword and charged down the alleyway, Spike, Angel, Willow and Buffy close behind.

The demon army now filled nearly the entire alley. Hundreds of demonic footsoldiers, something Xander could only describe as a demented giant bug-centaur on steroids, and a freaking _dragon_ stood between the Scoobies and escape.

_These guys have no idea what they're in for. I hope. _

The group plunged into the fight alongside the Slayers. Buffy, Spike and Angel quickly outstripped Xander, but he nonetheless managed to put down several demons before he lagged behind the superhuman warriors.

Xander fell in besides Willow, sword raised in a guard stance. "Looks like it's you and me, Will. Just like old times. Except for the whole you being a badass wicca and me a grizzled, manly lord of battle."

Willow, Xander's lifelong friend and world-class witch, smiled at him even as she pulped demons with blasts of magical force from outstretched hands.

"Yeah, funny how times change, Xand. Still, the superpowers come in handy and all."

"Say, Will, speaking of superpowers, how come you haven't vaporized all these guys already? Enjoy watching us manly men fight for your amusement?"

She scowled playfully. "You just don't pay attention, do you? Remember what I said before I blew the wall up? There's some serious dark mojo in LA right now-"

"-and if you go all out you might draw too much attention from the Big Bads, right. You big chicken."

Willow jokingly slapped Xander on the arm with one hand while making a sharp gesture with the other and hurling through a wall a demon about to drive a sword into a Slayer's back.

"Says the 'manly man' letting a bunch of girls do all of the work!"

Xander's retort died on his lips as a hulking demon soared over the gaggle of Slayers in a mighty leap, headed directly for Willow.

_Dammit! He must have realized what she is. Gotta keep her safe! _

"Will, look out!" he yelled, pushing her out of the way as he raised his sword and slashed at the demon. Xander couldn't stop the beast, though, and the force of the impact hammered him to the ground. His sword spun out of his hand and slid away across the pavement as the weight of the demon pressed down on his arm.

Xander desperately scrabbled for his sword as the demon rolled off him and lunged toward Willow. "No!" he screamed as it brought down its ax in a mighty blow.

Willow jumped back as the ax arced downward. Xander leaped to his feet in fury as the blade whistled through the air inches from his best friend's nose. He charged forward to save Willow as she wildly swung a fist at the demon, who easily dodged the blow.

_What? Will, you aren't a fighter-get out of there!_

A moment later, Xander gazed on in shock as a clumsy backhanded swing of Willow's arm caught the demon in the chin and sent it _sprawling._ She stepped over its body and crushed its neck with a stomp of her booted foot.

Xander gawked as if he were eight and seeing _Star Wars _for the first time.

"Jeez, Will, when did you start working out?"

She grinned. "Oh, it's not that. I can use magic to make myself way stronger, you know. More buff than Buff, even." Willow giggled at the pun.

Xander mock-groaned. "And to think that through all these years of constant emasculation by Buffy I comforted myself with the knowledge that I could still take you in a fistfight. My ego can only take so much bruising, you know!"

"So, if you're all Supergirl now, how come you still swing like a girl?" he asked. "Can't you magic yourself up some kung-fu skills or something?"

Willow returned to wreaking havoc among the demons with her magicks. "Xander, this isn't the Matrix. I can make myself stronger, but I can't magically download martial arts skills into my brain. So I can punch people really hard, but I won't be doing any backflips."

Xander shook his head in disappointment. "Well, where's the fun in that?"

Although he'd momentarily forgotten in his panic, Xander did in fact remember that Willow could make herself stronger. Watching your best friend threaten to beat two men to death with her bare hands, followed by punching Buffy across a room, wasn't something you forgot easily.

Still, he had a standing policy never to bring up Will's stunt on the dark side of the Force if he could avoid it, and in Xander's experience some mid-combat joking did wonders to alleviate one's fear of getting torn apart by gribbly monsters.

The forces of good, or "puppies and Christmas" as Spike had once put it, pushed forward toward the Hyperion's newly remodeled entrance, courtesy of Willow. Lead by Buffy and the weirdly-attractive-yet-possibly-demonic blue-haired chick whose name Xander still didn't know, they drove the demons back down the alley with every step.

As Xander looked on, Blue-Haired Leather Chick shoved a fist clear through a demon's head as though it were made of wet cardboard.

_**Definitely **__a demon. Just my luck. Would it be too much to ask to meet a good-looking woman who __**wasn't **__a demon for once? _

Buffy fought between Spike and Angel, relentlessly cutting down demons with the Scythe. Her Slayers surrounded her, fighting as a lethally skilled team. Their coordination stood in stark contrast to the disorganized mob of demons, with each girl covering her friends as they bobbed and weaved around each other.

As they pushed forward, an earsplitting screech rent the air from above, the percussive _thrum_ of what were unmistakably wing beats echoing over the sounds of battle. A dark shape dove toward the ground, its glowing eyes pinpricks of orange in the dark night.

_Oh. Right. Dragon. _

Buffy turned and shouted "Will? Gonna need you to do something about that!"

Willow nodded and narrowed her eyes in the way Xander knew she did when sending a telepathic message.

A second later, Willow raised her hands to the sky, and the air filled with the acrid tang of ozone. A sizzling lightning bolt hammered down from the purplish clouds, through the sheeting rain and into the dragon, crackling into its right wing.

The beast gave a screech of pain and crashed to the ground in the midst of the demons, clanging off a fire escape as it plummeted earthward. Xander whooped in exultation. "Nice shot, Will!"

She beamed at him. "Thanks! I've been waiting to try that out. Pretty cool, huh?"

Spike and Angel scrambled toward the dragon, weapons raised, as the demented giant bug-centaur charged Buffy and Blue-Haired Leather Chick. Xander could hear Spike's shout even above the wounded thrashings of the enraged beast.

"Go find your own dragon, you great ponce!"

He grinned despite himself.

_I may hate the guy, but at least he knows the value of a good joke in the face of imminent painful death. _

Xander would've joined the fight, but between twenty-odd Slayers, Buff, the two vampires, Leather Girl, and a few hundred snarling demons, there wasn't much room to spare in the alley. He couldn't even help from afar like Will; she could use her magicks even if allies stood in the line of fire. Bullets or crossbow bolts, on the other hand, had a funny way of killing your friends if you shot them in the back, even with good intentions.

_Good thing I came prepared, then. _

Xander wore dull green combat fatigues; they'd come expecting a fight, and he'd dressed for one. Sheathing his sword, Xander grabbed for the military-issue frag grenades hung on his belt.

Xander pulled the pin on a grenade and hurled it through the air. He might not have been much of a football player back in high school, but his throwing arm had improved since then, and the grenade flew well over the heads of his friends. Xander squinted in an attempt to see where it landed, a task made nearly impossible by the driving rain.

_Well, it's not like I can miss the bad guys, right? _

Several seconds later, an explosion bright enough to see through the downpour blossomed with a _wumpfh_, tossing demons into the air. "Aha! Chalk a few points up to the Xand-Man, Will!"

She rolled her eyes exaggeratedly and jokingly scowled. "Very manly of you."

"Hey, a man's gotta help out somehow! We can't all be Dumbledore on steroids."

"_What _did you just call me?" Willow asked indignantly.

"Think of it as a compliment!" he yelled.

"Oh, you're not getting off that easily, mister!"

Xander tossed another grenade into the horde as he continued to follow the tide of battle forward toward the gap in the wall, and escape.

_There doesn't seem to be any end to these clowns! This is worse than fighting the Bringers. Wonder what Angel did to make somebody this angry. _

Xander watched as Angel dodged claw sweeps from the wounded dragon, hacking at its limbs with his ax as Spike hurled himself atop the dragon's back.

_What am I saying? It's **Angel**. I'm **on **his side and I feel like putting a stake through his heart myself half the time. Can't imagine there's a lot of people lining up to give him hugs. _

As Spike and Angel attacked the dragon, Buffy and Leather Girl ducked under the grabbing arms of the nightmarish centaur monster charging them. The creature towered to a height of at least twenty feet, had muscles bigger than Xander, and sported no less than four arms, all of which were currently employed in an attempt to squash Buffy and Leather Girl flat as a pancake.

_Now **that **__I can shoot! _

Xander unslung an assault rifle from his back. He'd brought a small arsenal to compensate for his lack of useful superpowers; one had to do that kind of thing if he didn't want to feel entirely useless in the presence of Slayers and witches.

Xander raised the weapon to eye level and opened up on the beast, bullets sparking off of its armored face.

"Will, a little help with this thing?"

Willow shook her head.

"Buffy wants me to focus on keeping the girls alive; she said to leave the big scary demon to her."

"Of course." Xander sighed and returned to firing on the massive demon.

Though he didn't appear to be injuring the thing at all, he'd given Buffy and Leather Girl the distraction they needed to safely close with the thing. They rushed the demon's legs, ducking around swipes of its arms.

The Scythe whistled through the creature's right leg in a keening arc, severing the taloned foot from the monster's ankle. It keened in pain and swatted a viciously clawed arm at Buffy, but she'd already darted under the beast's belly.

"Way to go, Buff!" Xander yelled. She probably couldn't hear him, but he figured she'd appreciate the thought anyways.

Leather Girl lashed out at the thing's left knee with a kick. Her skinny leg connected and smashed through the demon's thick protective carapace, sinking knee-deep into the joint. Xander winced.

_Yech. I've chopped up demons for eight years now, but I still find new and inventive ways to be grossed out while killing them. _

She twisted her slime-covered leg free from the wound, provoking an agonized roar from the creature.

As Leather Girl grabbed onto the leg and began climbing, Buffy rammed the Scythe into the thing's underbelly before ripping the weapon free and thrusting it through one of the monster's rear hamstrings.

Buffy darted out from underneath it as the thing collapsed, unable to support its own weight. It was still alive, however, a fact it made abundantly clear when a flailing arm smacked into Buffy and sent her skidding back onto the pavement with a sharp "Ooof!"

Meanwhile, Leather Girl had climbed onto the creature's back. She coiled her legs in preparation for a powerful jump and launched herself through the air, grabbing on to the side of Centaur Demon's neck. Two vicious strikes of her toes created footholds with which to steady herself.

Leather Girl grabbed onto the demon's head with both arms as it reached back, howling, to scrape her off. She snapped its trunk-like neck with a sickening _crunch _in one swift, brutal motion, as Buffy simultaneously sprung to her feet and hurled the Scythe into the demon's heart in a glittering arc.

The inert bulk of the beast slipped to the ground, thoroughly dead, as Xander looked on with awe. He gave a soft whistle.

_Haven't seen Buff go to town on something like that for a while. And wow, that blue chick's strong. Definitely should find out what her deal is. _

Buffy strode over and wrenched the Scythe free, giving Leather Chick a respectful nod as she vaulted to the ground.

"You fight well", Leather Girl commented.

"Uh, thanks" Buffy said. "You're not half bad yourself. Nice moves."

A guttering roar heralded the death of the dragon, dragging Xander's attention away from Buffy. A grinning Spike straddled the dragon's neck, his sword protruding from its skull, and Angel's blade had pierced the floor of the dragon's mouth. Dark crimson blood seeped from the wound and dropped to the ground, sizzling the pavement wherever it touched.

_They might be serious pains in the ass, but I gotta give them credit, they know how to fight. _

His thoughts were cut short by an urgent telepathic message from Willow meant for the entire group.

_This is Willow. I'm about to momentarily blind the demons like I did earlier. Be ready to run for the Hyperion when I say. Once you make it into the hotel, follow Angel and Buffy from there. _

Xander tensed, preparing himself for the dash through the gap in the wall. A sharp _NOW! _cracked into his mind as Willow let loose with another blinding flash of light.

Xander's vision cleared nearly immediately, granting him view of the demon army. They staggered about blind; many clutched at their eyes and howled, smacking into others as they blundered about in an effort to come to grips with the Slayers.

Buffy, Spike, Angel, and the Slayers broke off from the fight and raced through the hole in the hotel's wall, Buffy and Angel in the lead. Leather Girl crippled two more demons with swift punches to the chest before she too turned away from the fight, scooping up the injured Gunn and effortlessly slinging him over her shoulder as she retreated.

They pounded across the tiled floor of the Hyperion's lobby and clattered down the basement steps, where Angel pried the lid off a sewer entrance he'd constructed himself.

Xander and Willow followed close behind, breathing heavily as they sprinted for the entrance to the sewers. Xander spun round at the top of the stairs and hurled his last two grenades back through the gap into the demons.

He then turned and clambered down the ladder into the enveloping darkness, sliding the cover into place over his head.

—

**A/N: I recognize that my description of Willow's fighting ability appears to be at odds with the magically-enhanced skill she displays in her battle with Buffy during "Two To Go" (6x21). I interpret the events of that fight as Willow using dark magic to artificially increase her fighting proficiency in addition to raw strength. As this would involve the use of mind-altering magicks, which are inherently "dark" in the Buffyverse, I do not believe "good" Willow would choose to do this. Hence, she doesn't, and settles for merely enhancing her strength, amping up her physical abilities but leaving her mind (and thus fighting skill) untouched. 'Course, after eight years of demon slaying she's picked up a few tricks, (how could she not?) so don't expect her to be entirely useless in melee even without magical ninja skills. **

**Hope that clears things up!**


	3. Asylum

**Spike**

The small group of slayers, Scoobies and Fang Gang members splashed through dank puddles of water as Angel led them through the Los Angeles sewer network.

Spike wrinkled his nose as he ran; the unpleasant odors of the tunnel assaulted his supernaturally heightened sense of smell. _Prague, Sunnydale, LA; places change, but the sewer tunnels always smell bloody awful. Don't get the appeal, myself. Can't beat a nice crypt._

Spike could hardly believe the events of the past few minutes. He'd fully expected to go out in one last-well, one second last, anyways-blaze of glory, and truth be told he didn't mind too much; dying in bed was for ninnies.

'Course, that wasn't exactly how things had worked out.

Spike shot a brief glance to his left where Buffy ran amid a gaggle of slayers, the blade of the Scythe she gripped glittering through the sewer's darkness.

Buffy seemed to sense his gaze; her eyes darted to meet his.

She did _not _look happy.

_S'pose I can't blame her, really, seeing as I let her think I died blowing up Sunnydale, _Spike reflected._ Figured that might be a sticky issue. _

Spike returned to looking ahead. He was almost glad to be running for his life; he'd take a demon army over a royally brassed-off Slayer (and there only ever would be one Slayer, capital _S, _mind, as far as Spike was concerned) any day of the week.

_I'll have a hell of a job explaining this, won't I. _

Spike distracted himself from thoughts of the inevitable confrontation with Buffy by engaging in one of his favorite pastimes- Xander-baiting.

Spike could hear Harris and Red, the erstwhile Scoobies, running directly behind him. They'd been the last ones out of the alley after Spike and Blue and had fallen into place at the rear of the group. He shouted over his shoulder,

"Couldn't help but notice you decided to sit back and let the women do all the heavy lifting, Harris! Might as well not even have bothered comin', could've sat back at Scooby HQ and watched the telly instead. Would've saved you a spot of bother."

"Believe me, Spike, if I'd known we were rescuing _you_, I would have." Xander replied sardonically. Spike smirked as Red gave an exasperated sigh. "Men…"

_It really is just too easy with him. Feels like I'm taking advantage._

Buffy snapped, "Do you two have some kind of physical need to bicker with each other, or is that just you being idiots?"

_Oh, bugger, _he thought._ She's __**right **__pissed. I'm really in for it. _

Spike shut up. He figured he'd already made Buffy angry enough with him for several lifetimes. _No sense doing any more damage_. _S'not like Harris'll be gettin' smarter anytime soon, anyways. Plenty of opportunities to make fun of him in the future. _

Ahead, Angel motioned for the group to stop. As it turned out, two dozen slayers armed to the teeth coming to an abrupt halt from a full stop made a terrific racket. The sound of weapons banging off armor and clattering off each other echoed through the sewers.

Spike hoped Red'd managed to keep the demons from chasing them into the sewers somehow, as the din could no doubt be heard all the way back at Wolfram & bloody Hart.

Angel faced the sewer wall and pressed his palm against a moldering gray brick. A small section of the wall, no more than four feet high and equally wide, swung outward.

Spike chuckled.

"You really do think you're Batman, don't you mate?"

Spike grinned as several of the slayers gave high-pitched, nervous giggles. Constantly irritating Angel had been one of the few things he could take pleasure in following his return to Earth living, and as it turned out, time hadn't lessened the fun of that one bit.

Angel rolled his eyes and ducked through the entryway, disappearing out of sight as he clambered down what Spike guessed must be a hidden ladder to the Angelcave. The slayers began descending after him.

Spike looked toward Buffy just as her slap connected with his face.

"Ow!"

She glowered at him. "Spike, I wouldn't be cracking jokes now if I were you."

He rubbed his still-stinging cheek; Buffy apparently hadn't felt inclined to pull the blow.

"Alright, love. Just don't hit me again, I've had the stuffing beaten out of me plenty enough today."

Buffy's expression softened as she took stock of his injuries, and she relaxed somewhat. Though he couldn't tell just how roughed up he looked, having no reflection and all, Spike was willing to bet he likely looked every bit as terrible as he felt-which was to say sodding awful.

_Guess she figures I've had a rough enough day. Don't know if I should be complainin', though; lord knows I made out better than Wes and Gunn, poor bastards. _

A brief, wordless moment passed between them, a shared, unspoken sentiment between two world-weary warriors who'd lost entirely too many friends. Buffy then slung the Scythe over her shoulder and clambered down the ladder as well.

Spike followed immediately after her, leaving Harris and Red to bring up the rear. He ducked into Angel's secret passage and gazed down into the escape hole. An iron ladder which glinted with a new finish descended through a tiny, three-foot-wide hole in the floor. The ladder itself continued downward for what Spike estimated about thirty feet before opening into another section of the sewers.

Xander spoke up impatiently. "Yes, it's a hole, Spike. Fascinating. Do you mind? We're fleeing from a demonic horde here, a little hustle would be nice."

Spike casually flipped off Harris with one hand as he grabbed on to the ladder with the other and began to climb down. _It's the small things you've got to cherish. _

A few seconds later, Spike let go of the last few rungs and dropped to the floor of the sewers. The group was already a good distance ahead down the sewer passageway, trotting at a good clip. Spike muttered under his breath as Red came down off the ladder, followed closely by Harris.

"You close the secret door behind us, mate? Hate for them to find it after all the effort Angel put into watching Scooby-Doo reruns to come up with the idea."

That got a faint smile out of Red, though Harris just scowled.

"Sure I did. I'm not a moron, Spike." He noticed that Buffy, Angel and Blue were a few dozen meters down the tunnel. "Hey! Wait up!"

"Move faster!" Angel called out in response. Spike heard Harris mutter something about "damn vampires" as they ran behind the main group.

"What's up with Angel? He's more scowly than usual," Willow asked.

"Right, because he's normally such a charmer." Xander commented.

"It's been one hell of a day, love, and I use the term literally," Spike answered. "I'll explain more once we get to whatever fortress of solitude the great ponce's stashed away down here."

Red looked troubled. "Okay. And that blue woman…that's Illyria, right?"

"Yeah, that'd be Blue, all right. I take it you're familiar?"

She looked at him, sorrow in her voice. "Yeah, I am. About Fred…I'm sorry. I should have been there. I might've been able to help."

_Yes, you bloody well should have, _he thought._ Little late for recriminations now, though. Not like it'll do the poor bit any good._

He shrugged as they continued to run through the red-lit sewers.

"What's done is done, Red. Like I said, we'll chat about it later."

The group gathered around the wall of the passage up ahead as Spike, Xander and Red ran up behind them, the Scoobies panting with exertion. Angel's tall form loomed above the slayers as he stood in front of a heavy steel door, fiddling with something on it.

The twenty-odd girls in the way prevented Spike from seeing what exactly the Dark Avenger was doing, but it didn't take someone of Red's intellect to deduce that he was unlocking the door to his safehouse.

A series of electronic beeps and a chime sounded, and Angel heaved the door open. He stepped through it and motioned for the others to enter.

Spike followed the slayers inside into a room which resembled his old factory lair in Sunnydale. Arcane runes glowed on rusty, corrugated metal walls; Spike could only guess at their purpose

He hear Xander give an impressed "Nice!" as he, too, entered the room.

"Gotta agree with you, Harris," Spike said. "Poof's outdone himself this time."

They currently stood in the main room of the sanctuary, a rectangular area roughly forty feet wide and of an equal width.

The main room sported a long table with high-backed chairs. An impressive amount of lethal-looking weapons of various description lined the walls; Angel had festooned the place with everything from crossbows to halberds.

The room was dimly lit by several large lamps, and Spike heard the _hum _of a generator emanating from somewhere nearby.

Spike whistled. "Gotta hand it to you, mate, you really pulled out all the stops on this one."

Angel's voice cut through the anxious, confused babble of the slayers filling the room. "Alright, everyone, make yourselves at home. There's food in the cabinets over there if you're hungry; help yourselves. Buffy, Willow, Xander? We need to talk. Privately."

He motioned toward a small adjoining room filled with cots and blankets. The Scoobies placed their weapons on the table and began to file inside, exchanging glances as they went.

Spike glanced over at Illyria. "Sounds like the boss doesn't want us sitting in! Dunno about you, but he's not shuttin' me out of the loop again. Last time he did that, I ended up running for my life in the sewers."

Illyria nodded. "Agreed. I wish to learn more about these new allies."

The two of them strode to the doorway, stopping as Angel swung the door half-shut. He gave them an annoyed glance.

"Seems like you missed the memo. I asked to talk to Buffy, not you two."

Xander's voice rang out from inside the room. "I'm really glad to know you value my opinion so highly."

Spike chuckled. "What, and miss out on all the juicy gossip? I don't think so, mate."

"You will not bar us from this war council, Angel," Illyria said. "Your kingdom is shattered, your power gone. You hold no more authority than Spike. Do not presume to think you can dictate orders to me."

Spike jerked a thumb at Illyria. "What the Blue Meanie said. I'm done taking orders from you; now let me in."

Red's voice came from inside the room. "Angel, it might be easier if we caught all of you up at once. I'm sure we've got a lot to discuss."

Buffy chimed in a second later, irritation in her voice. "Oh, quit with the macho posturing crap and just let them in. Like Will said, there's a _lot_ to talk about."

Angel sighed through gritted teeth and opened the door fully to admit Spike and Illyria, shutting it after they'd passed through.

Big Blue stood against a wall, as she was wont to do, and swept her gaze about the room.

_Really do have to see about teaching her how to relax for a change. Sets people on edge, she does. _

Spike sat on the edge of a cot to the left of Red's, sighing with relief as he sat down and relaxed his muscles for the first time in hours. Battling a demon army was exhausting work, even for a rugged, manly, prime specimen of vampirisme such as himself.

He looked around the room, taking stock of everyone there. Buffy sat directly across from him, unconsciously radiating her quiet confidence and strength. Harris lay sprawled back in a pile of blankets on a cot to her left, gazing at the ceiling with his single eye. Red was directly to Spike's right, her face clouded with anxious worry-_nothing new there, _Spike thought-as she fidgeted and glanced nervously at Angel.

Illyria stood impassively, remaining aloof from the group of weary mortals and vampires as she regarded them curiously with a cocked head.

Angel himself sat to Buffy's right, avoiding eye contact by staring at the floor, face set in a grim mask.

Spike grinned.

"Right then," he said. "Let's chat."


	4. Council

**Author's Note:  
>This chapter is still a WIP, but I wanted to get it uploaded because there's been a bit of a dry spell in updates for me recently. So here's the not-quite-finished version, and the polished one will be up soon! <strong>

**Willow**

Willow glanced around the room nervously, taking everything in. Spike lounged next to her, looking around as well.

_I still can't believe Spike's alive, _she thought_. I knew there was going to be some weird stuff waiting for us, but I never expected __**this**__. _

"Right then", he said with a grin. "Let's chat."

Buffy spoke up first, cutting off Angel as he opened his mouth. "I don't know about Willow or Xander, but I'm kinda interested in finding out just what you boys did to make somebody angry enough to launch a full-scale demon invasion of LA."

She looked at Spike as if to say, _It was __**your**__ fault, wasn't it? _

Spike gave her a helpless shrug and pointed to Angel. "His plan, love; he can explain it."

Buffy and Willow both looked at Angel curiously. Xander, however, remained lying on his bed.

After a few seconds of silence, Buffy gave an impatient "Well?"

Angel nodded. "Fine. I'll explain, but I've got a few questions of my own that need answering."

"As do I", Fred-_no, she's Illyria, Fred is dead, you have to remember that-_said.

Buffy's tone became harsher. "Yeah, I think we all do. Let's hear your story."

"I used my position as the CEO of Wolfram & Hart's LA branch to infiltrate a powerful group of demons, the Circle of the Black Thorn."

A snort came from the Xander-shaped pile of blankets. "Oh, so you took over a force for pure evil in order to _fight evil_? Why am I not buying this?"

"That's what I told them!" Spike said. "Been saying that for ages. Terrible idea, really."

Angel glared daggers at them. "Say one more word and I break both your noses."

Willow gave a mental sigh. _I love Xander, but being tactful around Angel is not one of his strong suites. _

She interposed herself into the conversation before macho guy pride, or whatever it was that made men fight over trivial stuff, turned things to blows.

"I've heard of those guys, Angel. I was researching Wolfram & Hart a while back-"

"You were researching Wolfram & Hart? Why?" Angel said, giving Willow an angered look.

_Uh oh. _Willow gulped, mentally floundering about for an explanation that didn't involve the phrase "because we thought you were evil".

"Ummm…casual interest? You know me, I'm Research Gal. Always reading something, that's me!" She attempted a grin. _He's not buying it, is he?_ _Darn. Eight years of a secret, evil-fighting double life, and I still can't lie to save it. _

She paused a moment before continuing, distracted by Angel's scowl. _Guess he took the whole us thinking he was evil thing pretty seriously._

"Anyways, that name popped up a couple times. Only circumstantially, though; I couldn't find any real info on what it was. You said they made you a member? Gold card, mailing list, the works?"

"They did. And before you ask, yeah, I had to do some pretty awful things to get admitted. They were the representatives of pure evil on Earth. You don't get in on just a good recommendation."

"He had one, though." Spike said. "From demons. Nasty evil buggers, too. Played racquetball with 'em and everything."

Angel rolled his eyes. "Thanks for that, Spike. I had to do it to make them think I'd really gone evil; there's no way they'd have accepted me otherwise." He paused a moment and swept a challenging gaze around the room, as if he were daring anyone to contradict him. "Anyways, they 'recruited' me, and we used the information on them gained from my insider status to do a decapitation strike against the entire Circle. They're all dead now, every last one."

"They were pitiful opponents." said Illyria. "Craven manipulators who skulked in the shadows and cowered before true strength. I crushed them as though I might an ant."

"Great for you," Buffy said with more than a touch of sarcasm. "Seems like somebody's not loving you guys at the moment, though, judging by the state of things when we found you. Demon army and all? Kind of implies you ticked somebody off."

Willow suddenly realized what had been nagging at the back of her mind ever since they'd rescued Spike and the others in the alley.

_Wesley! He wasn't there. Oh, god, no…_

She spoke up, hoping against hope that she was wrong but already knowing the answer she'd receive. "Guys, I hate to ask, but…where's Wesley? Is he okay?"

Xander sat upright. "Yeah, I forgot English was hanging out in LA! It's been a while. What's he up to?"

Much to Willow's surprise, it was Illyria who answered her, the ancient demon's stolen face actually contorting with sadness as she spoke.

"Wesley is dead. The sorcerer Vail slew him. I watched him die."

Xander and Buffy's expressions grew somber, and Willow gazed at a crack in the concrete floor, momentarily overwhelmed by sorrow. _Wesley, too? Dammit, we should've been faster. I've got all this freaking power and I can't ever save anybody. Where does it _end?

Illyria cocked her head and said, "You all grieve for Wesley. Particularly you, witch. You were his friends?"

"He was a Watcher in Sunnydale before he came here," Buffy said. "We weren't particularly close, but still, he was one of the good guys. Hearing he's dead doesn't exactly inspire me to leap with joy."

Willow nodded. "Wesley was a good man. I'm sorry we didn't get here in time to help him. We've all lost too many people."

Angel muttered something under his breath and gave Willow a dark look.

Willow knew why. She couldn't read minds, but it didn't take a genius (although she was one) to realize Angel still blamed her for not trying to save Fred.

_And why shouldn't he?_ she thought ruefully. _He's right to._

Illyria spoke up again. "I shouldn't grieve. Wesley was a mere human; he was beneath my concern. Yet"-she paused and gazed at herself-"I do. These emotions perplex me."

"Hey, I get that," Xander said. "I never really liked the guy; he was a pompous stuffed suit who nearly got Will killed. Not happy to hear he's dead, though. You guys must have had it rough."

Angel gave a low chuckle. "Wesley changed, Xander. You probably wouldnt've recognized that 'stuffed suit' if you'd seen him. He turned out to be one hell of a hero. Deserved the word more than I did."

Willow nodded. "I saw him last time I was here, when you were all unsouly. He was, um, kinda scary."

"Wait, _what?_" Buffy yelped. "You lost your soul _again? _And **neither** of you told me?" She glowered at them both.

Angel waved a hand. "It's not important right now. I'll tell you later."

"Probably just doesn't want to admit to boffing somebody else," Spike whispered under his breath. Willow barely managed to stifle a giggle.

Angel regarded Buffy with a cool gaze. "Alright, Buffy, you know what's going on. Mind sharing how, exactly, you turned up to help us?"

She looked at Willow. "Want to field this one, Will?"

"Uh, sure" Willow said. "Andrew was here a while ago, right? And he told you how we've been organizing the newbie Slayers?"

"Yeah, we saw the little twat," Spike said. "He's gotten even more irritating, if that's possible."

Willow continued, "Well, we were at the new Slayers' Council HQ a few days ago when all the mystical portents started going wild. Big, scary evil rising, dark magic, demons, all that fun stuff. I checked out the rituals myself, just to be sure, and they all pointed here."

"_I_ could've told you that if you'd bothered to call," Angel said.

Willow winced inwardly. _Somebody's definitely holding a grudge. Not that I'm going to tell him the reason we didn't is because we thought **he **might be the big, scary evil rising. Badness would ensue._

"Uh, right. Sorry. Anyways, once I confirmed it, I told Buffy and Xander, and we decided to head here to see if we could help."

"Call me crazy, but there's something about a good old-fashioned rising of a dark power that I just can't resist!" Xander exclaimed mock-cheerfully.

Illyria turned her gaze to the door. "And you brought more of these Slayers to assist?"

Buffy said, "According to Will, some serious evil was about to go down. I figured, why bring one Slayer when you can bring…more…than one?"

"You lot really are the bloody freakin' cavalry, bloody great horses and and all," Spike said. "How'd you find us?"

"Well, when we drove into town the local mystical energies were already vibing majorly, in a seriously bad way." Willow said. "We headed for the hotel you guys used to work out of, 'cause I figured that if something serious was happening we could either find you there or tell you to meet us."

"Good thinking" Angel said. "Again, a call would have been nice."

"Oh, please, like you remembered your cellphone," Spike said.

Angel grumbled but didn't deny it.

"So we were all in the lobby, and then we heard the dragon." Xander said. "We heard the fighting after that, but we couldn't find a door out the back big enough to let us all out safely. So Will, um, made us one. Forcefully."

Spike gave Willow an impressed glance. "You did that, Red? Not half bad."

"Yes, the witch is quite powerful," Illyria said. "She'll be a useful ally."

_Anya 2.0 much? "Witch" this, "witch" that. I'm a person, not a spellbook with legs. _

"What's with the 'witch'-ing?" Willow said indignantly. "I _do _have a name, you know! Oh, unless you don't! In which case, it's Willow."

"I am familiar with your name, thanks to the memories of the Burkle persona." Illyria said. "She was your friend, correct?"

"Yeah, she was. I'd like to talk to you guys"-she motioned to the remaining members of the Fang Gang-"about that later."

"And I'd like to talk to you about it," Angel said.

_Gulp. Well, there's a lot to explain_.

The room grew silent for a moment, its occupants ruminating on bonds between old allies shattered by mutual mistrust and anger.

It was Xander who broke the silence, of course.

"Okay, so now that we're all one big wacky monster-hunting gang again , what's our plan?"

"Well, I think stopping the full-scale demon invasion of LA would be a good place to start," Willow said dryly.

"We need to figure out what the hell's goin' on up there," Spike said. "The Senior Partners could've overrun the whole bleeding city by now for all we know."

"Agreed," Buffy said. "We should head up to the surface and scout; we're flying blind down here."

Angel didn't seem to agree entirely. "The surface is going to be crawling with the Senior Partners' troops. Going up there is suicide. I don't need your deaths on my conscience too."

"We don't have a choice" said Buffy. "An entire city of innocent people is in danger because of something you did. I'm not saying you shouldn't have done it, but normal people aren't equipped to deal with something like this. We're the only ones who can help them right now. We've got a responsibility to."

"No rest for the weary, eh?" muttered Spike. "Well, suppose we'd best be about it, then. What's the plan?"

"Split up into teams and creep around the surface for a bit, maybe?" Xander said. "It'll be easier to sneak around that way, and more info is most definitely needed."

"Xander's right," Willow said. "We'll need to learn more before we can stop the big evil. And we need to get moving before things get worse."

Buffy slipped into the role of leader with an ease that bespoke years of experience. "Alright, let's do it. Spike, you and Angel are with me."

"Uh-uh, no way." Xander said. "I'm not letting you run around with somebody who's probably evil and an evil ghost."

"Thanks for the concern, Xand, but I'll be fine," she said with a smile. "Really. Besides, there's some things we need to discuss."

Buffy gave Spike a pointed glance. Willow almost felt sorry for him. _I wouldn't want to be in his shoes right now. Buffy's gotta be wigging, and a wigging Buffy is a scary Buffy._

Xander sighed. "Well, not that I can stop you, Buff, but for the record I'm really not on board with this."

"Noted. You, Will, and Blue Girl are Group B. Will, see if you can't find out anything more about those dark magics you sensed."

Willow nodded. "Can do. I've gotta be careful, though. Whoever, or _what_ever's out there, is seriously powerful. I think even I'd be in trouble if it found us-no offense, guys." she added hastily.

Willow tried not to bring up her power around her friends. Buffy claimed to be fine with Willow's magical strength, but Willow wasn't so sure she meant it.

"I do not take orders from you, Buffy Summers," Illyria said.

"Yeah, fine, whatever," Buffy snapped. "We've got a whole demon army on our hands, and I don't have time to argue. If you want to help, that's great; if not, stay out of my way."

"I will aid you against the demons, because I choose to, but I am not your servant," Illyria said with a flat stare. "Don't make that mistake again."

"Well, welcome to the Scoobies!" Xander sprang to his feet in an elaborate mock bow. "You'll find we have a proud history of getting smacked around by all kinds of nasty things. You name it, we've killed it."

Illyria frowned. "Very well. Let's go. We have wasted enough time already."

Willow looked at Buffy, who inclined her head. "Go ahead. I'll send the Slayers out to snoop around too. We'll meet back here in a bit. And _be careful." _

Willow smiled. "Hey, you know us. Try not to kill Spike, OK?"

"Appreciate it, Red."

Willow chuckled and stepped out of the room, Xander and Illyria following close behind.


	5. The Surface

**Xander**

Xander quietly eased back the manhole cover and slowly poked his head out of the sewer as the rain pelted down onto him. The sight which greeted him was that of a city in chaos.

The night sky over LA had gone mad. Streaks of purplish energy tore through the air, low-hanging clouds eerily backlit by their otherworldly glow. Dark bolts of lightning twisted through the sky in impossible shapes. Through the insanity, Xander glimpsed several dark silhouettes gliding through the sky.

_Somehow, I'm thinking those aren't planes._

Xander heard the sharp, yet faint crack of gunshots and the clamor of distant alarms. LA was a city at war, and judging by what Xander saw, he didn't think it was winning.

A sharp whisper came from below.

"Xand, not loving sitting in the smelly sewer here; could ya move and let the girls up?"

He jerked back to attention, the terrible spectacle above momentarily forgotten.

"Right, sorry."

Xander scrambled up the ladder onto the surface and emerged in the middle of a deserted thoroughfare. Looking about, he spotted a nearby alley which looked like it might offer some shelter. He darted into it and waited for Willow to surface.

She clambered up a moment later, pausing to wipe a bit of sewer muck from her dark sleeve with a disgusted frown as she stood and searched for Xander.

Xander hissed, "Over here!" She nodded and scurried over to join him in the alley as Leather Girl's head broke the surface.

"So, what do we think of the new and improved LA skyline?" he asked.

"Huh?" Willow tilted her head back and gazed upward, shielding her eyes against the enveloping downpour. They went wide as she took in the night sky. "Wow…"

"Took the words right out of my mouth, Will."

The two friends turned as Leather Girl stalked over.

Xander couldn't quite recall her name. _What was it Spike called her? _he thought. _Something weird. Illyr__…Illyria, I think? Might as well just ask her. I do have a way with the demon ladies. _

"The Wolf, the Ram and the Hart have loosed their power upon this city," Illyria-_yeah, that was definitely it, _he thought-practically growled.

"Yeah, we noticed." Xander commented wryly. "Kinda hard to miss."

"All that glowy stuff is magical energy," Willow said. "Pretty dark, too. I think there's more going on here than just some demons roaming the streets out for blood."

Illyria nodded. "Willow is correct," she said. "They wouldn't unleash their full strength in this way for the sake of killing a mere vampire and his insignificant cohorts."

"Well, you've clearly got a very high opinion of Angel," Xander said. "May I ask where this boundless love flows from?"

"Angel and his associates have been useful," Illyria said. "They remain, however, beneath me. As do all."

"Hey, you sound like a girl I used to know back in high school!" Xander said. "You guys would get along great."

Willow shot Xander a surprised look. "Xander, didn't you hear? Cordelia's…she's dead. She'd been in a coma for months."

Xander's mouth hung open, frozen by surprise in mid-response.

_Cordy, dead? _Xander thought._ Angel should never have put her in harm's way! She was never cut out for the action. That guy's got a lot to answer for._

He finally managed to force out a coherent reply. "You know, there was a time when those words would've inspired me to do the dance of the happy. Not anymore, though."

Willow bowed her head in understanding, a gesture that Xander knew spoke volumes.

_We've all lost too many friends, _he thought, rubbing absently at his eyepatch. _Who's going to be next? _

Illyria's stern voice cut through their solemn silence.

"I have memories of this Cordelia. She was an ally of Angel's. She was also your friend?"

"Kind of," Willow said. "It was kinda complicated, and I never did like her, even when she made with the smoochies with Xander here."

Willow paused and thought for a moment. "_Especially _then, actually. Still, like Wesley, she was one of the good guys."

"I see," Illyria said. "I've learned much about human grief today. I have even felt it myself. You must explain why you grieve to me further. I wish to learn more."

"Maybe later, Illyria," Willow said. "Now's not really a great time."

"As fun as that sounds," Xander said, "I think we need to focus on what we're supposed to be doing. Gathering intelligence, sneaking around, you know, all that cool stuff."

"I don't know about you guys, but I kinda want to figure out where all the demons are coming from," Willow said.

Illyria gazed into the sky. "These are warriors of the Wolf, the Ram and the Hart. They are not of this world. A dimensional barrier would have to be breached in order to make a path for their army."

"Right!" Willow said, smiling. "And that means big-time magic, which I can track down. Hopefully. If we know where the bad guys are coming from, we can stop them."

Xander grinned. "Sounds like we've got a plan then, ladies! Lead on."

"I'm going to need a few minutes to channel the magicks before I can do the ritual," Willow said. "Sit tight for a sec, OK?"

"Sure thing, Will. Go do the voodoo that you do!"

Willow mock-scowled and collapsed into a cross-legged stance on the ground, arms outstretched and palms on the pavement. She closed her eyes and began muttering gibberish under her breath.

_Well, I guess I should officially meet our new friend here, _Xander thought.

He turned to Leather Girl and offered his hand.  
>"Hey, I don't think we've actually met yet. I'm Xander."<p>

She gave his hand a confused look before gingerly extending her own and grasping his. Xander winced as Leather Girl squeezed his hand. She had a grip like Buffy's after a particularly heated argument with Dawn or Angel.

He hastily completed the handshake and extricated his suffering extremity, shaking it and wincing as he waited for the numbness to subside.

"I am Illyria," Leather Girl said.

"So, what's your story?" Xander said. "How'd you get to be so much stronger than the average bear? And what's with the blue?"

Illyria gave him a cold stare. "Do not presume to mock me, mortal. I am Illyria, the great Demon-King . I ruled this planet when the stars were still young."

_Knew she was a demon, _Xander thought. _Just my luck. Looks like I hit a nerve, too._

"Sorry, sarcasm is pretty much a reflex action for me at this point," he said. Xander smiled in an attempt to smooth things over. "Years of habit can be pretty tough to shake."

He paused a second before adding,

"No mocking intended, but did you say you were a demon _King_? Because, uh, and I mean this _entirely _as a compliment, if you're a guy then I may have to seriously reevaluate some of my life choices."

"Yes, I once was, when I stood astride the cosmos." Illyria said. "The shell I now inhabit was female, however."

Xander breathed a sigh of relief. "And I am _very _happy to hear that."

_Gonna have to ask Will what she means by "shell" later_.

Willow continued to murmur as a pale yet palpable nimbus of glowing energy gathered around her, settling around her body in a corona of light.

Illyria gazed at Willow for a few seconds. "The witch is strong."

"Yep, ol' Will certainly is," Xander said. "I've seen her kick the butt of some real big, nasty, ugly types. Take it from me, you're in good hands here."

Illyria looked discomfited. "She may not be powerful enough," she said. "We have made our foes appear weak; we've humiliated them and slain their most valuable servants. This affront will not be suffered lightly. They will seek to make an example of us."

"Speaking from experience, huh?" Xander said.

"Yes," Illyria said. "I would have done the same in their place."

"Well," he said, "I'm glad to know that we've got somebody with experience in massive demon invasions on our side. Even if it is from the 'kill all humans!' side."

Willow abruptly stopped muttering and stood, turning to face them.

"Any luck, Will?" Xander asked. "Point us at that evil!"

Willow shook her head. "Zero joy," she said.

"What went wrong?"

Willow grimaced. "It's weird," she said. "It's like…the energy's there, I can sense it, but I can't pin it down. It's…floaty."

"For the benefit of those of us who don't scoff at the laws of nature on a regular basis…is that a bad thing?"

"It's bad," she affirmed. "If we can't find what's powering the dimensional rupture, we can't shut it down."

"And as long as it stays open, more and more demons keep piling through into sunny Los Angeles, right?" Xander said.

"Correct," Illyria said. "They may send as many of their vermin through from their home dimension as they please. It will be necessary to find the origin of the breach and seal it if we are to prevail."

"Looks like we're hunting for something magicky then, huh?" Xander said. "Weird-looking, glowing, probably extremely dangerous?"

Willow smiled. "Yeah, pretty much," she said. "Magical doohickeys are pretty consistent in their weirdness."

"Alright then!" Xander clapped his hands together. "Let's go and find that evil!"

A harsh cacophony of screams sliced through the night.

"Orrr, we could go help whoever that is!" His gaze darted to Willow. "Good to go, Will?"

She nodded. "Sounds like it's time for some demon slayage."

Illyria stepped forward. "The prospect of further violence pleases me. I will come."

The screams came again. Xander unslung the crossbow he'd grabbed from Angel's saferoom and took the lead, plunging forward out of the lee of the alley and into the driving rain.

The group skidded round the corner as the screams continued, a throaty rumble of thunder briefly drowning them out.

As Xander looked about for the source of the cries, a panicked gaggle of people came into view a block away. They were running from their lives, many bleeding from deep injuries. Xander couldn't see _what _they were running from on account of the darkness and lashing rain, but he was willing to bet it wasn't something nice.

_Ah, the happy memories_, he thought. _If I had a nickel for every time some nasty chased us around, well, I'd be on some tropical island right now. _

"Over here!" Willow yelled. She snapped her fingers and a glowing yellow sphere the size of a basketball appeared, driving back the darkness with its brilliance as it caught the attention of the fleeing mob. The panicked crowd quickly changed direction, running directly towards the Scoobies.

Xander raised the crossbow to eye level and placed his finger on the trigger as Illyria clenched her fists and stepped forward.

The mob of panicked individuals reached the trio. Dozens of terrified citizens pressed all around them, many crying with terror as they rushed past. Xander and Willow hastily backpedaled out of their way to avoid being trampled, while Illyria simply shoved aside with casual contempt any who rushed into her .

A man grabbed on to Xander's arm, his eyes wide with fear. "You have to run!" he begged. "There're these, these _things_ behind us…and the policemen…oh, God! They're going to kill all of us!"

Xander pulled his arm free and gave the man a reassuring smile. "Don't worry, this is pretty much an average day for us. Just stay behind us and _get down." _

The refugees did as Xander said, encouraged along by what Xander was pretty sure was a telepathic message from Willow. He sighted down his crossbow and waited for the nasties.

Only a few seconds had passed when the enveloping darkness of the night began to congeal into robed, misshapen figures. Willow's sphere of light soared higher and grew even more brilliant, sending shafts of light darting forth through the night to reveal scarred, ugly visages which scowled from under heavy, dark hoods. Dozens of demons rushed forward, ululating battle cries tearing forth from their throats.

The demons couldn't be more than a few hundred feet away. Xander aimed, squeezed the trigger once, twice, three times, and quarrels flew down the street to _thwack _into demon bodies, sending them tumbling to the ground. The thin, rectangular magazine of the repeating crossbow slotted a new bolt into place as soon as the previous one sprang forth, allowing Xander to cripple or kill three demons in the span of six seconds.

_I really have to get one of these babies for myself, _he thought. _Really makes those Ye Olde crossbows Giles kept around look like piles of junk. _

Willow thrust out her palms and snapped a single word in what Xander thought was Latin, or some similarly hokey old, dead language: "_Mutamus!_"

As the word rolled off her tongue, the air grew thick, suffused with magical energy.

Nothing seemed to happen, though, which decidedly worried Xander, seeing as there were a few dozen _very _nasty-looking demons bearing down on him, presumably intent on separating his limbs from his body. And he _liked _his limbs.

The demons pounded forward, weapons raised to chop Xander & Co into little itty-bitty pieces, and then Will joined the party.

Although the street was devoid of people, big, angry demons notwithstanding, the debris left by hundreds of panicked city dwellers clogged the pavement. Tools, books, cell phones, food cans, broken glass and even kitchen utensils littered the ground in every direction.

The energies from Will's spell washed over the discarded chaff of humanity, and it came to life.

Small objects of all shapes shot off the pavement, pelting the demons with everything from pocketknives and glass shards to what Xander swore was a boxed set of _Babylon 5 _DVDs.

The demon charge faltered, its members stumbling as objects smacked into them at speeds that would turn a pro baseball pitcher green with envy. Howls of glee and anticipation turned to screams of frustration and pain, and the horde began to come apart as bodies collapsed with a fork in the eye or a massive chunk of glass protruding from their forehead.

Willow had very nearly stopped the demons in their tracks, but some were made of hardier stuff than the rest, and plunged forward through Hurricane Willow toward their human quarry.

Xander gulped and raised his sword. _Time to see if all that weapons training with Buffy paid off, _he thought nervously.

As Xander prepared to fight,a cold voice declared, "I will deal with these weaklings."

Illyria strode forward to meet the demon charge charge, fists clenched at her side. One demon had rushed ahead of the pack and charged Illyria with reckless abandon, howling in rage. Illyria lifted the demon by the hem of its robe and flung it into the heart of the junkstorm, while Xander stood back, prepared to back her up if she needed his help. He didn't think she would, though.

Illyria hurled herself at the demons still standing, her arms and legs a blur of motion as demons reeled from her blows. Though Willow's barrage of trash and rubble continued, Willow somehow directed her the debris around Illyria. She remained entirely untouched, a lethal calm in the storm. .

Xander hung back, sword in a guard stance; he didn't want to risk shooting again for fear of hitting Illyria, and he figured he wouldn't be much use against that many demons anyways, except as a pincushion for their blades. _Better to protect the civilians, _he thought. _In no way at all am I being a big chicken. _

It couldn't have been more than thirty seconds since Will had unleashed her fury on the demons, yet most of them lay motionless, bleeding into the pavement. Illyria darted among the survivors with inhuman grace, bashing them into the ground with furious blows. She ducked under a frantic ax swing and met the attack with a rising uppercut, the force of the punch snapping back the demon's head as its neck shattered with a sickening _crunch_.

Illyria spun to catch a sword thrust on her forearm, deflecting it away and slamming her opponent to the concrete with a downward-scything high kick.

As she whirled to face her next opponent, a booted foot connected with her chest and sent her stumbling back into the mob of surviving demons. A short, squat demon sporting wickedly curved ram horns and a chain shirt landed from its jumping kick and rushed toward the civilians as its compatriots grappled with Illyria.

Xander stepped to meet the beast, aiming a sword thrust at the demon's unprotected throat. The creature parried Xander's attack with its rusty scimitar, but couldn't stop his blade entirely, and the sword dealt the demon a glancing cut on the arm.

Xander danced backward as the demon grabbed at its wound and hissed, scimitar clattering to the ground as the demon nursed its injured arm.

"What's the matter, tough guy?" he taunted. "Scared of a goofy pirate wannabe? Demonic footsoldiers these days are really letting the standards slide."

"Insolent mortal!" the demon snarled. "Die now!"

It threw itself at Xander, clawed hands outstretched in a berserk rage, spittle flying from its mouth as it howled in anger.

_Well, looks like my genius plan worked_, he thought. _Now to implement the whole "not dying" part._

Xander roared a battle cry of his own and charged. He rammed his sword into the demon's chest as it rushed at him, but one of the creature's claws gouged at Xander's arm even as it collapsed to the ground with a gurgle.

Xander yelped with pain and ripped his sword free of the demon. He quickly swung the blade again and severed the thing's head from its shoulders.

It was probably overkill; the demon looked pretty dead already, but eight years of demon slaying had taught Xander that you could never be too sure. The things had an annoying tendency to spring back up as soon as your back was turned.

Panting with exertion, Xander looked up to see how Willow and Illyria were faring with the rest of the demons.

The storm of debris had subsided. Dozens of demon bodies littered the ground, lacerated by hundreds of cuts from flying glass or pulped by Illyria's vicious strikes. Several stirred here and there, but Illyria stepped among the bodies and casually crushed the skulls of any which showed signs of life.

Willow stepped up behind Xander. "I think we won, Xand."

"Yeah, you can say that again," he said. "You sure didn't pull any punches, Will. I thought you couldn't do the big stuff?"

She beamed excitedly and babbled, "Right! But you see, lifting and moving something really small, like, um, say a shard of glass, is easy! So I can make that glass get all zippy without drawing too much attention."

Willow smiled with just a touch of smugness. "And I think the effectiveness kinda goes without saying." Willow abruptly frowned. "It does, right?"

"It was an effective tactic," Illyria said as she executed the last demon with a swift, brutal stomp to the neck and stepped to join Willow and Xander.

Willow beamed again. "Thanks! I thought so too."

A small whimper from behind caught Xander's attention. He whirled around to face the source.

Several dozen utterly stunned Los Angelians gazed at the trio of blood-and-ichor slicked demon hunters, their faces covered in expressions which ran the gamut of everything from revulsion to fear to awe.

The closest one to Xander, the man who had grabbed his arm before the brawl, managed to force out a few words.

"Wha…wh…who _are _you people? What the hell's going on?"

Xander gave a reassuring smile; one learned to do that kind of thing when one rescued shrieking innocents from monsters on a regular basis.

Xander had once been one of those shrieking innocents, too. But that was a long time ago, before his days as a grizzled demon hunter. He didn't shriek anymore. Really.

Well, okay, maybe he did, but only on special occasions.

"It's okay. Like I said, this is sort of a hobby for us."

Willow nodded sagely in agreement.

"Anyways, we were hoping you could tell us what's going on around here. Is this happening all over the city?"

The man shook his head.

"I don't know, I just, I don't know. I'm sorry." He looked at them despairingly. "Is this…is this hell?"

Xander shook his head. "We're all still in good ol' LA. Although, that might fit some people's definition of hell."

The man stared at Xander uncomprehendingly.

"Xander, not now," Willow interjected. She placed a hand on the man's shoulder and looked him in the eyes. "Find your friends and tell them to stay inside. Just find the deepest basement you can, and stay there for as long as possible. Not to wig you out even more, but those guys _will _kill you if they find you."

She patted him on the shoulder and smiled. "So don't give them the chance, OK? Hiding's a good plan. It always works for me!"

The man nodded, babbled his thanks once more, and turned to the rest of the group. After a few moments of conversation and fearful glances toward the Scoobies, the entire group tore off down the street.

Illyria gazed after them. "They lack completely the will to defend themselves, content instead to cower in fear and hope some savior will rescue them. Pitiful."

Willow frowned. "Hey, enough with the judginess. They're terrified. Heck, I've been doing this for years and _I'm _kind of wigging out right now."

She gestured at the hellish sky which hung over their heads.

"I mean, just look at what we're up against here! This is beyond anything I've ever seen. And I helped blow up an entire city to close an underground portal filled with thousands of demons."

_Uh oh, _Xander thought. _Better head this off before the babbling starts._

"It's gonna be fine, Will," he said. "It looks like we've got what's basically the Justice League of demon killers in town, and we'll stop this, just like we stopped everything else."

She nodded resolutely. "Right. Just like old times."

Xander continued, "And hey, on the bright side, there hasn't even been some incredibly powerful and evil Big Bad monologuing about his evil plan! Isn't that a refreshing change?"

Willow chuckled. "I dunno, Xander, you've got to admit that the speeches made it a lot easier to figure out whatever apocalypse they had planned for that week."

Xander opened his mouth to reply, and Willow's eyes shot open with shock. She whipped around so quickly that the hem of her jacket fluttered as she gazed off into the distance.

"Hey, Will, what's with the 'let's startle the crap out of Xander' routine?" he inquired.

It was Illyria who responded. "The witch is afraid. What do you sense?"

Willow remained silent for over a minute, and Xander grew more anxious with each passing second. He was about to reach over and shake Willow, just to make sure she hadn't petrified on the spot, when she finally turned to face him once more.

"You know how I said that the energy was all floaty and cloudish?" she said. "Well, it all just kind of _focused_. And it's coming from somewhere that way."

Willow pointed off behind a particularly imposing set of buildings whose tall bulk loomed against the purplish sky.

"Me and my big mouth," Xander said. Well, I guess it's time to go Big Bad hunting?"

Willow nodded. "Yup."


End file.
